Unilever 2012 Annual Report Download - page 48

Download and view the complete annual report

Please find page 48 of the 2012 Unilever annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 153

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153

ABOUT UNILEVER GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
45Unilever Annual Report and Accounts 2012 Report of the Directors overnance
hanges to the Boards
The current Directors, with their biographies, are shown on
page 42. Sunil Bharti Mittal will not offer himself for re-election
at the 2013 AGMs. During 2012 the Nominating and Corporate
Governance Committee engaged the services of an executive
search agency to assist with Non-Executive Director succession
planning. Russell Reynolds Associates, who also assist in
the recruitment of senior executives as appropriate, employed
a rigorous search process, by firstly gaining a thorough
understanding of the strategic goals of Unilever, the specific
leadership roles and competencies needed to meet those goals,
and the culture of our organisation, in which to identify potential
candidates. As a result of this, it is the Boards’ intention to
nominate Laura Cha, Mary Ma and John Rishton for election
to the Boards as Non-Executive Directors at the 2013 AGMs.
They are all distinguished in their respective fields and will bring
additional expertise to the Boards. In particular, they will all bring
knowledge and an understanding of emerging markets, a prime
driver of Unilever’s growth, and further strengthen the financial
expertise of the Boards. With three Non-Executive Directors due
to reach Unilever’s usual nine-year maximum tenure in 2015,
we felt it prudent to appoint Non-Executive Directors at this time
to enable them to become familiar with the operations and
governance of the business in the meantime. The Boards believe
that the increase in the size of the Boards for this reason will
improve its effectiveness. I am sure together the three Non-
Executive Director candidates, if appointed at the 2013 AGMs,
will add considerably to the business. The 2013 AGM Notices
will be available on our website at www.unilever.com/agm from
2 April 2013. The three Non-Executive Director candidates will
participate in a tailored induction programme and join the
ongoing training programme in which all Directors participate.
Board ommttees
In 2012 the Boards reviewed the names of the Board Committees
in light of governance requirements and general practice in the
Netherlands, UK and US, and with effect from 1 January 2013 the
Committees are: the Audit Committee (no change), Compensation
and Management Resources Committee, the Corporate
Responsibility Committee and the Nominating and Corporate
Governance Committee.
Annual eneral Meetngs
This year we held the AGMs of NV and PLC on the same day.
The Chief Executive Officer and I attended both meetings in
person, with half the Board members present attending in person
in Rotterdam and the other half in person in London and a satellite
link between the two venues to facilitate Directors’ attendance
at both meetings. Following the introduction of this successful
format in 2012 we have decided to follow the same format for
the 2013 AGMs, further details of which are contained in the
2013 Chairman’s Letter and Notices of Annual General Meetings.
At the 2012 AGMs all resolutions were passed with votes ranging
between 98.74% and 99.98% for NV and votes ranging between
89.01% and 99.94% for PLC.
Shareholder and Stakeholder Engagement
Unilever values open, constructive and effective communication
with our shareholders. During 2012 I met with a number of
investors and industry representatives to answer their questions
and to gain a better understanding of their policies on governance
and voting. We expect and welcome further engagement with our
institutional investors. My dialogue with investors this year has
taken the form of corporate governance issues engagements,
attending investor events, together with engagement with major
investors on a number of occasions, and a meeting with the
Foundation Unilever NV Trust Office. The AGMs are also a great
opportunity for myself and the rest of the Board to engage with
shareholders. We provide a great deal of information on our
website that aims to answer any queries about the Group and
shareholders are also invited to write to me at any time should
they have a matter they wish to discuss.
Mchael Treschow
Chairman
BOARD OMPOSITION AND ENDER NON-EXEUTIVE BOARD TENURE